Applying Robert's Rules to Board meetings

[Alicia Connelly]

Quote

 

I am a member of an HOA with and article in our bylaws that states:

“Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

Three of the board members that have said that Robert’s Rules is just a “default” or “guide” and we do not need to follow them all, the board can choose which ones they want to use. (no special rules needed).

One member interprets this as the board being able to use any source, whether Robert's Rules or not, for rules of order. This has resulted in this board member using examples from other HOA's, PTA's, governments, and school boards and their interpretations of Robert's Rules, which has not always been correct.

This board members wrote a  policy that condenses the rules of order to states that the board is limited to the use of the rules and limiting allowed motions to: main motion, table (which is defined incorrectly as postponing a discussion to a future date), referring to committee, adjourning a meeting and amending. He also allows the use of point of order.  While true that these are probably the primary motions that will be used at meetings, and all of the manual will not be needed, I am concerned

that the is compromises the principles of parliamentary law by taking away rights of members and will lead to more difficulty with consistency in the management of the HOA; If a board can pick and choose which rules they want to follow, what is to prevent a new board from doing the same and allowing a majority to manipulate the entire process and silence the minority.

Please provide any guidance you can.

[Joshua Katz]

I have no idea how these three board members can read the plain English of

On 2/13/2024 at 11:07 AM, Alicia Connelly said:

“Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

 

 

and reach the interpretations they have reached. 

That said, your bylaws have you using a different book from RONR. That book is not, most likely, intended for such a use. For instance, its self-description says:

Since my big brother has not given up his domain and does not plan to for many years, I have come to help Robert McConnell Productions teach the very basics of parliamentary procedure and good meeting practices.

But we want a parliamentary authority that will handle even hard cases, not just the "very basics." True, it does contain rules for HOAs and such things as proxy voting. In any case, wise or not, that's your parliamentary authority, so unless it contains other directions (as RONR In Brief does, for instance) it's what you should follow, not Rules of Order, Newly Revised.

[Alicia Connelly]

Thank you.  I admit, I made the assumption that "Robert McConnell Productions" was the publisher and never verified that. I've ordered a copy, it looks like the 3rd edition is the most current (fingers crossed I didn't missed yet something else). Is this manual more a less a slimmed down version of RONR with much of the same material?

 

[Joshua Katz]

I've never worked with that book, but working off the description by the publisher, it seems to be that, plus to incorporate a set of rules for HOAs, answering questions to which RONR provides no answer. 

One thing to check for: some books on parliamentary procedure, such as RONR IB, contain a statement to the effect that this book is not intended as a parliamentary authority, and if the bylaws make it the parliamentary authority, they should be understood to instead refer to RONR.

[Alicia Connelly]

Thank you.  I may have another question after I receive the book.  You have been very helpful.

 

[Gary Novosielski]

On 2/13/2024 at 11:53 AM, Alicia Connelly said:

Thank you.  I admit, I made the assumption that "Robert McConnell Productions" was the publisher and never verified that. I've ordered a copy, it looks like the 3rd edition is the most current (fingers crossed I didn't missed yet something else). Is this manual more a less a slimmed down version of RONR with much of the same material?

 

If it is a third edition of a slimmer volume, it sounds like it might be Robert's Rules of Order Newly Revised in Brief.   ? 

But if not, and it is a completely different work, I would only say that a textbook on parliamentary procedure is probably not a good candidate for a parliamentary authority.  There is a difference between a book that is a parliamentary authority, and a book about a parliamentary authority.

If you are looking for the only authorized current edition of Robert's Rules, it is called Robert's Rules of Order Newly Revised, 12th edition.  Not all books with Robert in the title are created equal.

[Joshua Katz]

On 2/13/2024 at 1:12 PM, Gary Novosielski said:

If it is a third edition of a slimmer volume, it sounds like it might be Robert's Rules of Order Newly Revised in Brief.   ? 

 

https://www.parli.com/

[Josh Martin]

On 2/13/2024 at 10:07 AM, Alicia Connelly said:

“Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

Three of the board members that have said that Robert’s Rules is just a “default” or “guide” and we do not need to follow them all, the board can choose which ones they want to use. (no special rules needed).

I agree with those three board members, but not for the reason they might think.

Robert’s Rules of Order is just a guide, because your society has not, in fact, adopted Robert’s Rules of Order as its parliamentary authority. Instead, it’s adopted “Robert's Rules of Order: Simplified & Applied,” a third-party knockoff of Robert’s Rules of Order.

So it is that book which is binding on your society, and the real Robert’s Rules is just a guide.

“When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization. What another manual may have to say in conflict with the adopted parliamentary authority then has no bearing on the case. In matters on which an organization’s adopted parliamentary authority is silent, provisions found in other works on parliamentary law may be persuasive—that is, they may carry weight in the absence of overriding reasons for following a different course—but they are not binding on the body.” RONR (12th ed.) 2:18

On 2/13/2024 at 10:07 AM, Alicia Connelly said:

One member interprets this as the board being able to use any source, whether Robert's Rules or not, for rules of order.

I disagree with this board member. The rule is quite explicit about what source to use.

On 2/13/2024 at 10:07 AM, Alicia Connelly said:

This board members wrote a  policy that condenses the rules of order to states that the board is limited to the use of the rules and limiting allowed motions to: main motion, table (which is defined incorrectly as postponing a discussion to a future date), referring to committee, adjourning a meeting and amending. He also allows the use of point of order.  While true that these are probably the primary motions that will be used at meetings, and all of the manual will not be needed, I am concerned

An organization is free to adopt its own special rules of order, no matter how ill-advised those rules may be. Adopting a special rule of order requires a 2/3 vote with previous notice or a vote of a majority of the entire membership.

I would not advise that the organization adopt this rule.

Since this is a subordinate board of a larger organization, only the membership has the authority to adopt this rule. The board lacks the authority to do so.

On 2/13/2024 at 10:07 AM, Alicia Connelly said:

That the is compromises the principles of parliamentary law by taking away rights of members and will lead to more difficulty with consistency in the management of the HOA; If a board can pick and choose which rules they want to follow, what is to prevent a new board from doing the same and allowing a majority to manipulate the entire process and silence the minority.

I agree completely. Addressing this problem is why we have rules to begin with. If they won’t take my word for it, perhaps they’ll listen to a well-respected parliamentarian I expect they may have heard of - Thomas Jefferson.

“And whether these forms be in all cases the most rational or not, is really not of so great importance. It is much more material that there should be a rule to go by, than what that rule is; that there may be an uniformity of proceeding in business, not subject to the caprice of the Speaker, or captiousness of the members. It is very material that order, decency and regularity, be preserved in a dignified public body.”

On 2/13/2024 at 10:15 AM, Joshua Katz said:

That book is not, most likely, intended for such a use. 

My understanding is that Mr. McConnell’s work (unfortunately for all of us) is in fact intended to be used as a parliamentary authority, not simply as a third party guide to RONR.

I do not recommend this text as a parliamentary authority.

On 2/13/2024 at 10:53 AM, Alicia Connelly said:

Thank you.  I admit, I made the assumption that "Robert McConnell Productions" was the publisher and never verified that. I've ordered a copy, it looks like the 3rd edition is the most current (fingers crossed I didn't missed yet something else). Is this manual more a less a slimmed down version of RONR with much of the same material?

So far as I can tell, it’s a third party knockoff using the 4th edition of Robert’s Rules of Order (which is old enough that it is now in the public domain) as a starting point, modified as Mr. McConnell sees fit.

Edited February 13, 2024 at 07:09 PM by Josh Martin

[Joshua Katz]

On 2/13/2024 at 2:07 PM, Josh Martin said:

My understanding is that Mr. McConnell’s work (unfortunately for all of us) is in fact intended to be used as a parliamentary authority, not simply as a third party guide to RONR.

 

Oh.

[Gary Novosielski]

On 2/13/2024 at 1:26 PM, Joshua Katz said:

https://www.parli.com/

Meh. 🥱

[Alicia Connelly]

Thank you all for your responses, this has been very helpful. I was able to find a copy of rules by McConnell Productions and sure enough on page 5 it says "This book can be adopted as a parliamentary authority."  The authors do claim that it is aligned with Robert's Rule of Order Newly Revised through the 11th edition, albeit, leaving out changes since the 10th edition that they feel are complex but they are not clear on specifics. This all means that because of the way our bylaws are written our authority is this book and not RONR.  I see some possible actions for us.

1. Use this manual and make sure our rules of order and make sure our policies and rules are properly aligned.

2. Use this manual and approve special rules of order that incorporates anything we find is in RONR that we are using now (or want to use) that is not in the McConnell book.

3. Change our bylaws to use RONR as our parliamentary authority.

When I first began looking for a better understanding of parliamentary procedure and Robert's Rules, this was not one of the parliamentary manuals that came up as a simpler, more "user friendly" option to RONR.  I'm curious as to your thoughts on why we should or should not consider changing our parliamentary authority to RONR, and if you have knowledge on the McConnell Productions book, what is good or not so good about it.  I know I'm asking a lot, we have a very divided organization and I need to be as informed as I can be before I bring this to the attention of our members who all think we follow RONR.

[rulesasker]

I’m sure this forum will be biased towards adopting RONR (3). Advantages would include that it is widely used. For the criticism that it is thick and complex, most people are able to use Robert’s Roles of Order in Brief as an easily digested guide to RONR, while adopting RONR as the actual parliamentary authority, which contains rules that may be useful in certain special cases that are likely not included in the simplified book you have adopted. 

[Josh Martin]

On 2/14/2024 at 8:02 PM, Alicia Connelly said:

I see some possible actions for us.

1. Use this manual and make sure our rules of order and make sure our policies and rules are properly aligned.

2. Use this manual and approve special rules of order that incorporates anything we find is in RONR that we are using now (or want to use) that is not in the McConnell book.

3. Change our bylaws to use RONR as our parliamentary authority.

I strongly recommend Option 3.

On 2/14/2024 at 8:02 PM, Alicia Connelly said:

When I first began looking for a better understanding of parliamentary procedure and Robert's Rules, this was not one of the parliamentary manuals that came up as a simpler, more "user friendly" option to RONR.  I'm curious as to your thoughts on why we should or should not consider changing our parliamentary authority to RONR, and if you have knowledge on the McConnell Productions book, what is good or not so good about it.  I know I'm asking a lot, we have a very divided organization and I need to be as informed as I can be before I bring this to the attention of our members who all think we follow RONR.

I do not have a great deal of knowledge of the McConnell book, except that persons will often mistake this text for the real Robert's Rules of Order and ask questions regarding it here, which leads to a lot of confusion for everyone until we realize they're looking at the wrong book.

To the extent that the organization does desire a user friendly guide to RONR, certainly the best place to start is Robert's Rules of Order In Brief, which is written by the same authors as the full text. I can also personally recommend Robert's Rules of Order for Dummies. I have not personally read A Complete Idiot's Guide to Robert's Rules of Order, but I hear good things about it.

[Alicia Connelly]

Thank you for the help.

On 2/15/2024 at 10:41 AM, Josh Martin said:

 

I do not have a great deal of knowledge of the McConnell book, except that persons will often mistake this text for the real Robert's Rules of Order and ask questions regarding it here, which leads to a lot of confusion for everyone until we realize they're looking at the wrong book.

 

Yes, that is exactly what has happened to us and it's not going to go over well or be easily explained to our organization why this is important and material to how we do business. What we need is a parliamentarian to come in and explain it, but too many members won't allow that due to cost. I appreciate everyone's help. I'll be printing up your replies to present to the board.

[Rob Elsman]

On 2/16/2024 at 11:29 AM, Alicia Connelly said:

What we need is a parliamentarian to come in and explain it...

Many, many organizations throughout the United States learn proper parliamentary procedure without the use of a professional parliamentarian.  I suspect the more difficult challenge is the members committing themselves to learn and use proper parliamentary procedure.  It's the commitment, not the explanation.

[Alicia Connelly]

On 2/13/2024 at 1:07 PM, Josh Martin said:

 

An organization is free to adopt its own special rules of order, no matter how ill-advised those rules may be. Adopting a special rule of order requires a 2/3 vote with previous notice or a vote of a majority of the entire membership.

 

I would not advise that the organization adopt this rule.

Since this is a subordinate board of a larger organization, only the membership has the authority to adopt this rule. The board lacks the authority to do so.

Josh,

I came back to reread the responses to my questions as I am now hearing members of the association telling me that our parliamentary law is nothing more than a guide that we can follow or not.  I noticed this last line about adopting special rules. I want to make sure I understand this completely (I will also compare with the McConnell book since that is our parliamentary law currently). We are an HOA, while board meetings are required by our bylaws to be open to members, we have no voting rights at board meetings, just through written ballot, and voting at the annual or a special meeting of members. Our bylaws are amended by a vote of the membership of the Association, not the board. When it comes to meeting procedure and special rules of order, you are saying that the members of the association still need to approve them and not just the board? We were interpreting that differently. However, we do have rules for meetings in our bylaws that in order to change would require a vote of the membership, so it does make sense.

- Alicia

[Josh Martin]

On 5/2/2024 at 7:22 PM, Alicia Connelly said:

I came back to reread the responses to my questions as I am now hearing members of the association telling me that our parliamentary law is nothing more than a guide that we can follow or not.

So if this was a society which had no parliamentary authority at all, they might have something of an argument on this matter.

But your organization has explicitly stated the following in its bylaws:

"Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

The text of the rule in the bylaws does not say that the book will be used as "a guide that we can follow or not." It says that "In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply."

So I don't know what more to tell you. These members are simply wrong. You are required to follow this book, because the organization's own bylaws, which the organization adopted, says so. To the extent the organization wishes to deviate from this book in particular matters, there are a number of tools with which to do so, including adopting special rules of order and suspending the rules. I would imagine the procedures for doing so are generally comparable to the procedures for doing so in Robert's Rules of Order. It simply is not correct that it is "nothing more than a guide that we can follow or not."

While your organization has not adopted RONR, this is what RONR says about adopting a parliamentary authority. I would imagine Mr. McConnell's work says something comparable.

"When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization." RONR (12th ed.) 2:18, emphasis added

If the organization wishes to chuck its parliamentary authority out the window and just make up its own rules from whole cloth, it's free to do so by amending its bylaws to remove the section which provides "Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

To be clear, I do not advise doing this, and neither does RONR. While Mr. McConnell's work is not my first choice for a parliamentary authority, I would still advise using it over whatever random nonsense your board members come up with. Nonetheless, the organization is free to do this if it wishes.

"The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual." RONR (12th ed.) 2:15

"Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." RONR (12th ed.) 2:19

Now, with all that said, if all or most of the association's members simply choose not to use the parliamentary authority, I don't know that anyone can stop them. An organization is generally responsible for following its own rules. There are no "Parli Pro Police."

On 5/2/2024 at 7:22 PM, Alicia Connelly said:

I noticed this last line about adopting special rules. I want to make sure I understand this completely (I will also compare with the McConnell book since that is our parliamentary law currently). We are an HOA, while board meetings are required by our bylaws to be open to members, we have no voting rights at board meetings, just through written ballot, and voting at the annual or a special meeting of members. Our bylaws are amended by a vote of the membership of the Association, not the board. When it comes to meeting procedure and special rules of order, you are saying that the members of the association still need to approve them and not just the board? We were interpreting that differently. However, we do have rules for meetings in our bylaws that in order to change would require a vote of the membership, so it does make sense.

Well, I may have been a bit hasty in this statement for a few reasons. But as a general matter, yes, it is correct that a board which is subordinate to a larger organization cannot adopt special rules of order which conflict with the parliamentary authority, and certainly cannot adopt special rules of order which chuck the parliamentary authority out the window altogether and replace them with something else, as I think the rules your board has proposed seem to do.

In the ordinary case, if a board wishes to adopt special rules of order which conflict with the parliamentary authority, the proper course of action is for the board to 1.) recommend to the membership to adopt the rule in question or 2.) request that the membership grant the board the authority to adopt special rules of order which conflict with the parliamentary authority, at least for purposes of adopting rules governing the proceedings of board meetings.

"The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (12th ed.) 49:15

But I think there are two important caveats to this statement.

1.) It may well be that your organization's bylaws or applicable law grant your board greater authority in this matter. Indeed, my general experience (and this is not legal advice) is that state law quite often grants very expansive authority to HOA boards, and very restricted authority to the HOA's membership.

2.) The rule cited above is found in Robert's Rules of Order Newly Revised in Brief, not Robert's Rules of Order Simplified and Applied. Further, it is a fairly advanced and specific rule. I cannot say with confidence that a similar rule exists in Mr. McConnell's book. (I am inclined to guess that the book does not address this question one way or the other.)

So it may well be that, notwithstanding the general practice, your board is authorized to adopt special rules of order which conflict with the parliamentary authority (but not with the society's other rules), at least with respect to the conduct of business in board meetings. I am still extremely skeptical that the board may choose to substitute the parliamentary authority in its entirety with rules of its own devising, as that would seem to me to conflict with the bylaws themselves. In any event, it continues to be my view that doing so would be ill-advised.

Edited May 3, 2024 at 01:02 AM by Josh Martin

[Alicia Connelly]

Thank you Josh for taking the additional time to respond to my questions. I like to be sure that I am not speaking from my opinion but have the best information I can possibly get.

[Gary Novosielski]

On 2/13/2024 at 1:26 PM, Joshua Katz said:

https://www.parli.com/

Yes, it is self-described as a book about Robert's Rules of Order.  

The difference is the same as between skydiving and a book about skydiving.